I've been thinking of running a campaign where the entire party is made up of members of sneaky classes, like Rogue or Ninja.

Of course, if the party's not going to be a diverse group, you have to plan accordingly. So far, here's what I'm thinking for scenario and setting.

1) Scenario is there are two groups of people, one level 5 and one level 10, in one branch of a large city's thieves guild. They find themselves in a silent war with another branch of the guild, which is violating some of the rules of behavior that ensures the nobs don't come into the slums and start hanging people on the logic of "The slums are the hideout of criminals. Therefore, everyone in the slums in a criminal".

2) The setting is a prosperous city which has definite districts--noble/royal quarter, the bazaar, magic quarter, the tradesman quarter, and so on. There may be a river, and it may be a sea port.

I'm deciding something right now. Most of the enemies encountered in combat are going to be your fellow humanoids. There will be some Rogue-on-Rogue violence, as well as occasional skirmishes with bodyguards and so on, but I'm not going to make the players be sneaky people who know where to stab for bonus damage, and then put them up against a lot of undead and constructs. The challenges should not nullify the advantages of the players, they should require the players' to use their strengths to overcome them.

I'm also deciding that this will be semi-episodic, with some missions related to the overall plot and some are purely for fun value. Also, I'm deciding what missions they'll be doing...

-Theft-Running cons-Some diplomacy-Skirmishes with the other thieves-Maybe a couple of experiments with banditry.-Investigation into breaches of conduct and exacting punishment.-Eventually, a turf war and assassinations and the like.

I want a decent supporting cast. They should be interesting on their own. Here's what I have so far...

-King Willie-The head of the Thieves' Guild. He's around level 20, set up the code of conduct that ensures thieves don't give too much reason to be stomped upon, and he's also known for his brutal methods of punishing extreme breaches of the code, and in his youth he unified the warring guilds under his control. He's now middle-aged, and bulkier than he used to be, but he's no minor foe, having incredible resources at his disposal.

-King Willie's Court-The upper end of the structure of the thieves' guild. The city has been divvied up, and the branches try to maintain civility with each other, since among thieves breaches of civility are met with a dagger. The guild functions by all the proceeds from the thefts, bribes, cons and protection systems (which actually do make an effort to protect people from non-guild theft and have no reason to steal from people who've already paid) and various other activities. The people who actually do a job get to keep something like a third of the take to themselves, and the rest is taken and used to pay the guild's expenses, which include living money for members hard on their luck, and widows and orphans. The higher-ups also live on a portion of the guild's cut, a portion which has been sternly laid down by King Willie.

-Krager Drunkaxe- One of the guild's most valuable people. This ugly, foul-mouthed, lame dwarf wizard has about 6 Charisma and an Intelligence above 20. He's a Diviner with Evocation as his banned school. Over the past hundred or so years of hiring his services out to the criminal sector, he's accumulated a massive knowledge of spells and has a couple of shelves of spellbooks. Krager's worth to the guild lies in his talent at divination. The filthy dwarf has an uncanny knack for bypassing effects that would otherwise block divination effects, a knack he acquired by attempting to peep on the womens' bath at the Elvish Embassy (although that particular place no longer is a challenge). He's on the side of the party, for which the party should be thankful.

-The Lord Watchman-Head of the city's police force. He's a surprisingly tolerant man, and constantly evaluates cases and laws to see if they serve the common good. He's older than King Willie, and remembers the bloody chaos that existed before the Court was established. He much prefers King Willie's was (which is rather bloodless) and has therefore reached an agreement with the Guild in general and King Willie in particular about socially acceptable criminal behavior.

I think I'll do a port city bisected by a river. The city is an economic and political trading center, and has a definite wealth gap between the rich and the poor.

On one side of the river is the Palace, the embassies, the cathedrals, the banks, and the rich people.

On the other side, is the poorer people, the slums, and, the industial section, the magic section, and the things like the grain stores and the slaughterhouse district. There's also Docktown by the ocean the Bazaar on the landward side. I'd say the city's got quite a lot of people in it--something like a million inhabitants. Human majority, although there is a sizeable half-elf, gnome, halfling, and dwarf population.

Under the city is a three-dimension labyrinth of old buildings and forgotten streets and flooded rooms.

I did some plotting. I'd like to have each session be an adventure, alternating between the low-level party and the high-level party. They start off pretty basic, and get into the overarching thread.

The main story is that the underside of society is at a crossroads.

One way, the criminal section of society adopts some widespread rules and codes of behavior that are a definite improvement on the old way. The other way, the lower classes become a lot more brutal and a long-standing class war between the lower classes and the rest of society begins and there's eventually a brutal civil war. There's a god who's interested in each path, and one of them will be making an appearance (the one for our side).

Team Evil has a person and a monster who're going to be important in their plans, and a couple of missions will involve finding out about them and, eventually, taking them down (each team).

Maybe I'm guilty of planning a railroad plot, but I'm plotting out the missions. They alternate between the A team (~level 5), who'll gain levels quickly, and the B team (~level 10), who'll gain them every other mission or so. So far, the missions are looking like...

Work the Streets: A team. It's a commercially busy season, so there's lots of people out on the streets. Grab your saps and get out there and mug people! Just remember to follow Thieves' Guild etiquette while you're doing so.

Con Man: B team. A merchant is rumored to have some magical goods. See if you can get him to part with them for cheap by posing as another merchant and his retinue.

Hidden Stash: A team. The Guild has become aware of a stash of magic loot in the undercity. Find it, and you grunts will be allowed to keep a few things for yourselves.

Burglary: B team. An old nobleman promised to bequeth King Willie a magical heirloom when he died. He popped his clogs the other week, but his heirs refuse to acknowledge the bequest. Break into the manor, locate the heirloom, take it, and leave fair value for it.

Investigate: A team. There's been a few murders. They were nasty. King Willie isn't happy. Find out who did them.

Undercity: B team. A new route through the undercity, from one end of the city to another, has been found. Take a couple of lanterns, some sandwiches, and map the area. Keep a look out for creepy-crawlies.

Bazaar Baddies: A team. Some overzealous caravan guards are causing trouble in the bazaar. Go explain the socio-political realities of the city to them.

Investigate: B team. A priest has been murdered by unknown means. Find out how and why.

Tail the Priest: A team. A cleric of the god of slaughter and cruelty is going to a meeting. Tail him and eavesdrop!

Who Watches the Watchmen? B team. The information gained has led to the B team being posted as guards over certain people. Trust no one, and give it to the would-be assassins good and hard.

Find the Forge: A team. The assassins had some nasty weapons. Krager has managed to find the general location of their creation. It's in the undercity. Find the foundry and raid it. Keep what you can grab, too.

Revenge: B team. Your superior has been murdered. Some things are unforgiveable. Find and kill the the murderer.

Running Battle: A team. Welp. You found out what killed that priest. Some monsters should not be allowed to walk under the living sky. But this will be trouble to take down.

Turf War: B team. It's a street war now. Take out your opposite numbers in the Docktown branch of the Thieves' Guild.

Fight the Cleric: A team. Telbrun the cleric has been found out. He commends wholesale slaughter and had tried to poison the society itself in the hopes of watching bloodshed. Take. Him. Down.

Thieves' Justice: B team. Things are almost ready to become normal again. Except the heads of them Docktown branch of the Thieves' Guild have gone into hiding. Find them, and bring them to the Court where they will face the displeasure of King Willie.

Well, I'm a fan of Frank and K's work, because they recognize there is indeed a power disparity between casting and non-casting classes, and that, oddly enough, it's the melee classes who get boned the hardest. So for this game, we're going to have a limited selection of classes...Rogue, Ninja (I guess), and then the three Dungeonomicon sneaky classes, which I'll put up here...

Jester"Well no, but if I was doing it to anyone else, you'd think it was funny."

To be a Jester is to see the joke in every tragedy. For them, life’s a party, and most poor bastards are not invited. They live hard, play hard, and laugh hard knowing that at any moment their life might be cut short by an uncaring world. Jesters may play at being buffoons, but each is a student of life and of people, and they understand not only what makes people laugh, but what makes them cry. As adventurers, they often appreciate baubles and magical trinkets as much as anyone else, but their main goal is to have fun. When fighting enemies, their sense of humor takes a macabre and dark turn, becoming cruel and vicious to better demoralize their foe. As followers of the Laughing God Who Has No Temples, they are generally disrespectful atheists who wander the world looking for excitement and amusement, righting wrongs or committing crimes as the mood takes them. .

Alignment: A Jester may be of any non-Lawful alignment.

Races: Jesters appear in all cultures and all races have need of buffoons.

All of the following are Class Features of the Jester class:Weapon and Armor Proficiency: Jesters are proficient with light armor but not with shields of any kind. A Jester is proficient with no weapons, but suffers no attack penalty for using a weapon with which they are not proficient or which is made for a character of a different size than themselves. Even, perhaps especially, improvised weapons may be used without the usual -4 penalty.

Spellcasting: The Jester is an Arcane Spellcaster with the same spells per day progression as a Bard. A Jester casts spells from the Jester Spell List (below). A Jester automatically knows every spell on his spell list. He can cast any spell he knows without preparing them ahead of time, provided that spell slots of an appropriate level are still available.To cast a Jester spell, he must have a Charisma at least equal to 10 + the Spell level. The DC of the Jester's spells is Charisma based and the bonus spells are Charisma based.

Poison Use (Ex): A Jester may prepare, apply, and use poison without any chance of poisoning himself.

Ignore Components: A Jester may cast spells from the Jester list without using material components, regardless of whether they are costly or not. This has no effect on any spells that a Jester casts from any other spell-list.

Harlequin’s Mask (Ex): As long as a Jester’s face is painted, masked, or adorned in the manner of a harlequin or other comedic figure, he is immune to compulsion effects.

Laugh It Off (Ex): Fate protects fools and little children, and Jesters certainly adopt the role of fools. At 2nd level, a Jester may add his Charisma modifier as a morale bonus to his saves.

Power Slide (Ex): If a 3rd level Jester takes damage from an attack, he may allow herself to be flung backwards , thereby lessening the impact. He may make a Balance check with a DC equal to the damage inflicted and if she succeeds, he suffers only half damage. This is a skill check, not a Saving Throw, so abilities such as Evasion do not apply. He is moved away from the source of damage by 5' for every 5 points of damage (or part there of) negated in this way. If there is not enough space for him to move, he suffers a d6 of damage for each square not moved. If he passes through an occupied square, the Jester would have to make a tumble check to avoid attacks of opportunity.

If this ability is gained from another class, then the Jester may choose to increase or decrease the total distance moved by 50% (so a Power Slide that negated 12 points of damage can cause him to move 5’, 10’, or 15’ at her choice).

Sneak Attack (Ex): At 3rd level, a Jester gains the ability to make sneak attacks as a rogue would. At 3rd level, his sneak attacks inflict 1 extra d6 of damage, and this increases by 1d6 at levels 6, 9, 11, 13, 15, 17, and 19.

Jester’s Feint (Ex): At 4th level, a Jester learns to shock and unnerve his enemies by throwing unexpected objects at them. At a swift action, he may toss a brightly colored object in the square of an enemy with a Sleight of Hand Check opposed by the enemy’s Spot check. If it succeeds, the enemy is denied his Dex bonus for the Jester’s next attack.

Some Jesters use objects with magical or alchemic effects that act in an enemy’s square to use with this ability, while others use colored balls, fruit, pieces of cloth or scarves, or other cast-off materials that fit the requirement of being brightly colored. Wealthy, desperate, or foolish Jesters sometime used coins or gems.

Cruel Comment (Ex): At 5th level, the Jester has learned to say extremely funny but hurtful things about others. As a swift action, the Jester can make a Bluff check opposed by the target’s level plus Charisma check. If the target fails this check, he suffers a -4 to attack rolls, saves, and all other checks. This effect lasts 3 rounds. This is a language-dependant ability.

Sight Gag: At 7th level, the Jester may apply the Silent Spell and Still Spell metamagics spontaneously to his spells, but only if he casts them as full-round actions. This ability only works with spells on the Jester list, and it does not increase the spell’s level or slot used.

Low Comedy (Ex): By using this ability, a Jester of 8th level or higher can double the armor check penalty of an opponent within 50 feet that he hits with a ranged touch attack. Using this ability is an attack action and counts as a thrown weapon. The penalty can be restored to its normal value with 10 minutes and a bar of soap.

Slapstick (Ex): At 8th level, any successful sneak attack also inflict a -2 Dex penalty to an enemy for one round.

Jack-in-the-Box King (Sp): Twice per day, a 10th level Jester may use fabricate or major creation as a spell-like ability, but only if he is constructing weapons or traps.

Killer Clown (Ex): At 12th level, so long as he meets the requirements of his Harlequin’s face ability, the Jester can make a special Intimidate check as a move action. If successful, this check causes the enemy to suffer the panicked condition for a round per Jester level. This is a mind-effecting fear effect.

Annoy the Gods (Su): As world-class pranksters, Jesters must learn to avoid the curses and transformations of enemies with a sense of humor. Any time a 14th level Jester has spent at least one round as the victim of an effect that could be removed by a break enchantment effect, the effect is removed.

Prat Fall (Ex): At 16th level, any time a Jester strikes an enemy with a sneak attack, the Jester can make a free Trip attack that does not provoke an Attack of Opportunity. This ability cannot be used on any one enemy more than once a round. The Jester may not be tripped if this fails, and it may be used with ranged sneak attacks. The Jester may substitute his Dexterity modifier for his Strength modifier for the opposed test to trip his foe.

Last Trick (Su): At 18th level, the Jester can turn even his death into a joke. Any time the Jester is killed or knocked unconscious, one of his spells known is cast as if it were spell in a contingency effect.

Eternal Trickster (Ex): At 20th level, the Jester can become a personification of the Laughing God Who has No Temples. While meeting the requirements of his Harlequin’s Mask ability, he does not age and is under the effects of a mind blank effect.

Assassin"I kill people. Individually, you are a person. Collectively, I think you count as people."

An assassin is a master of the art of killing, a vicious weapon honed by experience and inclination to learn the myriad ways to end a life. Unlike common warriors or rogues, an Assassin does not study various fighting arts or muddle his training with martial dirty tricks, he instead studies the anatomy of the various creatures of wildly different anatomies and forms of existence, and he uses this knowledge to place his blows in areas vital for biological or mystical reasons. Stealth and sudden violence are his hallmarks, and various exotic tools and killing methods become his tools.

While most societies consider assassination to be a vile art, or at best a dishonorable or unvalorous one, the reasons that drive these killers vary. Cold-hearted mercenaries share a skill set with dedicated demon-hunters, differing only in the application of their skills. Only the most naïve student of ethics believes that all killing is evil, or that nobility cannot be found in a mercifully quick death.

All of the following are Class Features of the Assassin class:Weapon and Armor Proficiency: Assassins are proficient with all Light Weapons, as well as simple weapons, repeating crossbows, and hand crossbows. At first level, an Assassin gains proficiency with one Exotic Weapon of her choice. Assassins are proficient with Light Armor but not with shields.

Spellcasting: The Assassin is an Arcane Spellcaster with the same spells per day and spells known progression as a Bard, except that he gains no more than three spell slots per level. An Assassin’s spells known may be chosen from the Sorcerer/Wizard list, and must be from the schools of Divination, Illusion, or Necromancy. To cast an Assassin spell, she must have an Intelligence at least equal to 10 + the Spell level. The DC of the Assassin's spells is Intelligence based and the bonus spells are Intelligence based.

Poison Use (Ex): An Assassin may prepare, apply, and use poison without any chance of poisoning herself.

Death Attack (Ex): An Assassin may spend a full-round action to study an opponent who would be denied their Dexterity bonus if she instead attacked that target. If she does so, her next attack is a Death Attack if she makes it within 1 round. A Death Attack inflicts a number of extra dice of damage equal to her Assassin level plus two dice, but only if the target is denied its Dexterity Bonus to AC against that attack. Special attacks such as a coup de grace may be a Death Attack. Assassins are well trained in eliminating magical or distant opponents, and do not have to meet the stringent requirements of a sneak attack, though if a character has both sneak attack and death attack, they stack if the character meets the requirements of both. As long as the victim is denied their dexterity against attacks from the assassin during the study action and the attack itself, it counts as a death attack. An Assassin may load a crossbow simultaneously with his action to study his target if he has a Base Attack Bonus of +1 or more.

Personal Immunity (Ex): Choose four poisons, an Assassin is immune to all four of those poisons, even if they are made available in a stronger strength. At levels 5, 7, and 12 the Assassin may choose one more type of poison to become immune to. At level 14, an Assassin becomes immune to all poisons.

Uncanny Dodge (Ex): Starting at 2nd level, an Assassin can react to danger before his senses would normally allow him to do so. He retains her Dexterity bonus to AC (if any) even if she is caught flat-footed or struck by an invisible attacker. However, he still loses her Dexterity bonus to AC if immobilized.If an Assassin already has uncanny dodge from a different class he automatically gains improved uncanny dodge (see below) instead.

Hide in Plain Sight (Ex): A 3rd level Assassin can hide in unusual locations, and may hide in areas without cover or concealment without penalty. An Assassin may even hide while being observed. This ability does not remove the -10 penalty for moving at full speed, or the -20 penalty for running or fighting.

Cloak of Discretion (Su): At 4th level, an Assassin is protected by a constant Nondetection effect, with a caster level equal to his character level.

Trapfinding: At 5th level, Assassins can use the Search skill to locate traps when the task has a Difficulty Class higher than 20. Finding a nonmagical trap has a DC of at least 20, or higher if it is well hidden. Finding a magic trap has a DC of 25 + the level of the spell used to create it.Assasins can use the Disable Device skill to disarm magic traps. A magic trap generally has a DC of 25 + the level of the spell used to create it.An Assassin who beats a trap’s DC by 10 or more with a Disable Device check can study a trap, figure out how it works, and bypass it (with her party) without disarming it.

Trapmaking: At 5th level, the Assassin learns to build simple mechanical traps in out of common materials. As long as has access to ropes, flexible material like green wood, and weapon-grade materials like sharpened wooden sticks or steel weapons, he can build an improvised trap in 10 minutes. He can build any non-magical trap on the “CR 1” trap list that doesn’t involve a pit. These traps have a Search DC equal to 20 + the Assassin’s level, have a BAB equal to his own, and are always single-use traps. He may add poison to these traps, if he has access to it, but it will dry out in an hour.

Full Death Attack: At 7th level, if the Assassin studies an opponent to perform a Death Attack, she can make a full attack during the next round where every attack inflicts Death Attack damage as long as the target was denied their Dexterity bonus to AC against the first attack in the full attack action.

Skill Mastery (Ex): At 10th level, an Assassin becomes so certain in the use of certain skills that she can use them reliably even under adverse conditions. When making a skill check with Climb, Disable Device, Hide, Move Silently, Search, Spellcraft, Use Magic Device, Use Rope, or Swim, she may take 10 even if stress and distractions would normally prevent her from doing so.

Palm Weapon (Su): At 6th level, the Assassin learns to conceal weapons with supernatural skill. Any weapon successfully concealed with Sleight of Hand cannot be found with divination magic.

Nerve of the Killer: At 8th level, an Assassin gains a limited immunity to compulsion and charm effects. While studying a target for a Death Attack, and for one round afterward, he counts as if he were within a protection from evil effect. This does not confer a deflection bonus to AC.

Improved Uncanny Dodge (Ex): An Assassin of 9th level or higher can no longer be flanked. This defense denies another character the ability to sneak attack the character by flanking him, unless the attacker has at least four more levels in a class that provides sneak attack than the target. If a character already has uncanny dodge (see above) from a second class, the character automatically gains improved uncanny dodge instead, and the levels from the classes that grant uncanny dodge stack to determine the minimum level required to flank the character.

Poisonmaster: At 11th level, the Assassin learns alchemic secrets for creating short-term poisons. By expending an entire healer’s kit worth of materials and an hour of time, he can synthesize one dose of any poison in the DMG. This poison degrades to uselessness in one week.

Exotic Method: At 13th, 16th, and 19th level the Assassin learns an exotic form of killing from the list below. Once chosen, this ability does not change:

Carrier: Three times per day, the Assassin can cast contagion as a swift action spell-like ability.

Poison of the Cockatrice: Twice per day, the Assassin can cast flesh to stone as a swift action spell-like ability.

Killer Faerie Arts: Twice per day, the Assassin can cast polymorph other as a swift action spell-like ability.

Death By Plane: Once per day, the Assassin can cast plane shift as a spell-like ability.

Dimesional Rip: Once per day, the Assassin can cast implosion as a spell-like ability. The duration of this effect is three rounds.

New School: The Assassin may now choose spells known from a new school.

Killer’s Proof (Su): At 15th level, the Assassin learns to steal the souls of those he kills. If he is holding an onyx worth at least 100 GP when he kills an enemy, he may place their soul within the gem as if he has cast soul bind on them at the moment of their death.

Death by a Thousand Cuts: At 17th level, the assassin has learned to kill even the hardiest of foes by reducing their physical form to shambles. Every successful Death attack inflicts a cumulative -2 Dexterity penalty to the Assassin’s victim. These penalties last one day.

Mind Blank (Su): At 18th level, the Assassin is protected by a constant mind blank effect.

Killing Strike (Su): At 20th level, the Assassin’s Death Attacks bypass his victim’s DR and hardness.

Thief Acrobat"They put their safe on the ceiling, it's like they wanted me to take these scrolls."

While the common rogue is a thief, con-man, and scout extraordinaire, the thief acrobat is a highly trained specialist in the art of housebreaking and feats of dexterity and acrobatics. As an adventurer, they are masters of negotiating difficult terrain and situations with flair and panache. Masters of athletics and gymnastics, they hone their art to a level that seems to be magical to the initiated. Most use these skills to gain the easy score or poorly defended hoard, but some take up the life of an adventurer as a chance to test their purely mortals skills against the world full of magic and supernatural creatures.

All of the following are Class Features of the Thief Acrobat class:Weapon and Armor Proficiency: Thief Acrobats are proficient with all simple weapons, as well as the sap, the shortsword, the whip, the bolas, the long staff, and the shuriken. Thief Acrobats are proficient with light armor but not with shields of any kind.

Trapfinding: At 1st level, Thief Acrobats can use the Search skill to locate traps when the task has a Difficulty Class higher than 20. Finding a nonmagical trap has a DC of at least 20, or higher if it is well hidden. Finding a magic trap has a DC of 25 + the level of the spell used to create it.Thief Acrobats can use the Disable Device skill to disarm magic traps. A magic trap generally has a DC of 25 + the level of the spell used to create it.An Thief Acrobat who beats a trap’s DC by 10 or more with a Disable Device check can study a trap, figure out how it works, and bypass it (with her party) without disarming it.

Acrobatic Flair (Ex): A Thief Acrobat may move her full movement while using the Tumble or Balance skill without suffering a penalty or increasing the DC of her check.

Pole Jump (Ex): If holding a pole, spear, staff, long staff, or other pole-like object in both hands, a Thief Acrobat can add twice her reach to her final distance moved during a Jump check, and in this instance her jump distances are not limited by her height..

Evasion (Ex): If a 2nd level Thief Acrobat succeeds in a Reflex Save to halve damage, she suffers no damage instead.

Sure Climb (Ex): At 3rd level, a Thief Acrobat gains a climb speed equal to half her land speed.

Kip Up (Ex): At 3rd level, a Thief Acrobat may stand up from prone as a free action that does not provoke an attack of opportunity.

Detect Magic (Sp): At 4th level, a Thief Acrobat may use detect magic at-will as a spell-like ability. A Thief Acrobat may use her Appraise Skill in place of her Spellcraft in order to glean additional information from her detect magic.

Grapple Line: At 4th level, a Thief Acrobat becomes a master of using grapples and grappling lines. By firing a missile weapon designed as a grappling weapon at an unoccupied square and doing at least 1 point of damage to an object filling that square (wall, ceiling, statue, etc) or a securely affixed object (ceiling post, small statue affixed to floor, etc), a Thief Acrobat can run a rope from his current potion to that location as a full round action. He may then use this rope to make Balance or Climb checks as normal.

Weapons designed as grappling weapons have a simple pulley and loop attached at the end and are balanced for this modification, and have at least a 50’ length of strong thread running through it and connected to a rope so that it can be pulled through swiftly. They cost an additional +1 GP each (ammunition costs as much as normal weapons), and suffer a 5 ft reduction in range increment. Many grappling weapons are made out of adamantite in order to better penetrate hard materials like stone.

Athletic Cascade (Ex): At 9th level, if a Thief Acrobat moves before making an attack, for the purposes of flanking she may count any square she has moved through as threatening an opponent, in addition to the space she is actually attacking from. In this manner, she may even flank with herself

Rapid Stealth (Ex): At level 5, the Thief Acrobat does not suffer the -10 penalty to Move Silently or Hide for moving at her full normal speed. She still suffers the normal -20 penalties to hide and move silently for running or fighting if she performs those actions.

Mercurial Charge (Ex): At level 6, a Thief Acrobat need not move in a straight line to charge, nor must she charge the closest available space. She still may not move back on herself during a charge, and her charge move still ends as soon as she threatens her target.

Unsettling Choreography (Ex): A Thief Acrobat of 7th level is adept at making other creatures fall down, and may use her Dexterity Modifier in place of her Strength modifier when making a trip or bullrush attempt.

Skill Mastery (Ex): At 10th level, a Thief Acrobat is able to take 10 on any Appraise, Balance, Disable Device, Jump, Hide, Move Silently, and Tumble checks even in stressful or dangerous situations.

Aggressive Stealth (Ex): A Thief Acrobat of 11th level does not suffer the -20 penalty to Hide or Move Silently checks for running or fighting.

Dedicated Evasion (Ex): At 12th level, a Thief Acrobat gains the ability to evade with almost supernatural skill. As a standard action, she can add her Thief Acrobat level as a Dodge bonus to her Reflex Saves and AC for one round.

Power Slide (Ex): If a 13th level Thief Acrobat takes damage from an attack, she may allow herself to be flung backwards , thereby lessening the impact. She may make a Balance check with a DC equal to the damage inflicted and if she succeeds, she suffers only half damage. This is a skill check, not a Saving Throw, so abilities such as Evasion do not apply. She is moved away from the source of damage by 5' for every 5 points of damage (or part there of) negated in this way. If there is not enough space for her to move, she suffers a d6 of damage for each square not moved. If she passes through an occupied square, the Thief Acrobat would have to make a tumble check to avoid attacks of opportunity.

Shadow Tumble (Su): At 14th level, a Thief Acrobat has learned to tumble through the Plane of Shadow. She may make a tumble check with a DC equal to 10 plus five for every square she wishes to pass through another plane of existence. Intervening terrain, even walls of force have no effect on movement through the plane of shadow. The Thief Acrobat's total distance moved does not increase, no matter how much of it may be taken through the plane of shadow.

Death From Above (Ex): At 16th level, the Thief Acrobat has learned to used the energy of a fall to devastating effect. If the Thief Acrobat can fall at least 30’ (by falling from a height or by using a Jump check) and end in her enemy's square, any attacks made at the end of that fall do triple damage. Sneak Attack is not multiplied in this way.

Supreme Skill Mastery: At 19th level, a Thief Acrobat is able to take 20 on any Appraise, Balance, Disable Device, Jump, Hide, Move Silently, and Tumble checks even in stressful or dangerous situations, and does not take twenty times as long as usual for taking 20.

Supreme Evasion (Ex): At 20th level, a Thief acrobat takes no damage from any effect requiring a Reflex save.

And since the players aren't going to have a steady supply of bonus feats, I'm opting to use the scaling feats. The theory behind scaling feats is they provide increasing benefits as you get more powerful. They, of course, kick regular feats in the junk, smash out their teeth, and then spit on them as they lay in the gutter wimpering.

Which is what Dodge should be doing.

Anyway. I realize these will raise some eyebrows...

Alertness [Skill]

Your ears are so sharp you probably wouldn't miss your eyes. (This is a Skill feat that scales with your ranks in Listen.)

Benefits: You gain a +3 bonus to Listen checks.

4: You can make a Listen check once a round as a free action. You don't take penalties for distractions on your Listen checks.

9: You gain blindsense to 60 feet. You don't take penalties for ambient noise, such as loud winds. Divide any distance penalties you take on Listen checks by two.

14: You gain blindsight to 120 feet.

19: You can hear through magical silence and similar effects, but you take a -20 penalty on your check. Divide any distance penalties you take on Listen checks by five.

Con Artist [Skill]

You can fool some of the people, all of the time. (This is a Skill feat that scales with your ranks in Bluff.)

Benefits: You gain a +3 bonus to Bluff checks.

4: Magic effects that would detect your lies or force you to speak the truth must succeed on a caster level check with DC equal to 10 plus your bonus on Diplomacy checks or fail.

9: Divination magic used on you detects a false alignment of your choice. You can present false surface thoughts to detect thoughts and similar effects, changing your apparent Intelligence score (and thus your apparent mental strength) by as much as 10 points and can place any thought in your "surface thoughts" to be read by such spells or effects.

14: If you beat someone's Sense Motive check by 25, you can instill a suggestion in them, as the spell. This suggestion lasts for one hour for each of your character levels.

19: You are protected from all spells and effects that detect or read emotions or thoughts, as by mind blank.

Leap of the Heavens [Skill]

You jump good. (This is a Skill feat that scales with your ranks in Jump.)

Benefits: The DCs for your jumps don't double if you fail to get a running start, and if you do, you get a +4 bonus on the check. You can hop up (see the Jump skill description) onto any object shorter than your height without a Jump check.

4: You don't take falling damage, though you can still take damage if something falls on you.

9: You ignore the effects of difficult terrain on your movement speed, skill checks, and ability to charge.

14: If you succeed a DC 40 Jump check as a swift action, you gain the benefits of fly for one round.

19: For every five ranks you have in Jump, your movement speeds increase by 10'. (This also increases your Jump checks, as usual.)

Legendary Wrangler [Skill]

No one can tell where you end and your ropes begin. (This is a Skill feat that scales with your ranks in Use Rope.)

Benefits: You gain a +3 bonus to Use Rope checks and proficiency with the bolas, net, and whip.

4: You can use a rope as if it was a bolas or whip, and you can substitute your ranks in Use Rope for your Base Attack Bonus for combat maneuvers made with it. You can also use it as a net, replacing the normal DC 20 Escape Artist check for someone entangled with it with your Use Rope check. You can throw a grappling hook, tie a knot, tie a special knot, or tie a rope around yourself one-handed as a move action. You don't provoke attacks of opportunity for using Use Rope.

9: You can use a rope, whip, grappling hook, or similar item to manipulate any item within 30 feet of yourself as easily as if it was in your hands; you can also make disarm, entangling (as if with a net), and trip attempts with it. You can move around on ropes and similar structures, like webs, as easily as you can on the ground.

14: With a DC 30 Use Rope check, you can use animate rope as a spell-like ability; you can use any ability you can with an ordinary rope with an animated rope.

19: You can manipulate items out to 60 feet with ropes and similar items. You can use ropes for the grab on and hold down grapple maneuvers. When using combat maneuvers with ropes, you can replace the relevant check (disarm, grapple, trip, etc.) with a Use Rope check.

Master of Terror [Leadership] [Skill]

You scare people so bad they follow you around hoping you won't hurt them. (This is a Skill feat that scales with your ranks in Intimidate.)

Benefits: Whenever you use Intimidate in combat, it affects everyone within 30 feet of you.

9: You gain a cohort who enjoys frightening your underlings almost as much as you do. A cohort is an intelligent and loyal creature with a CR at least 2 less than your character level. Cohorts gain levels when you do.

14: You gain the frightful presence ability. When you speak or attack, enemies within 30 feet of you must succeed on a Will save (DC 10 + your character level + your Cha modifier) or become shaken for 5d6 rounds. An opponent that succeeds on its saving throw is immune to your frightful presence for 24 hours.

19: Your opponents take a -2 morale penalty to saving throws if they can see you and you are within medium range (based on your character level).

Since I'm allowing an substantial increase in power level for the parties, the opposition has to be accordingly challenging and interesting. To that end, I took an old experiment of mine and rewrote to be the class of someone who could have been a sorceror, but grew up in filth instead.

This is a specialty class designed mostly for a goblin that dwells in the undercity and has an encyclopediac knowledge of the routes and he's found a ton of magic loot down there, and he'll be going against the party. Two of my three players are better at tactics than I am, so I'm covering my bases and trying to put enough variables in here that I can make Gurt give a decent challenge to a three-person party, with me having weaker and stronger options to choose as the course of the fight requires.

Wastemaker "Do not cross me this day. Do not cross me, for I will take the flesh from your very bones and have marrow therein, and all whom are loved by you will be afflicted with the most foul diseases and die achingly in puddles of the pus from their sores mixed with their own vomit."

Filth wasn’t invented until civilization was. Waste degrades naturally, and most animals don’t make that much of it. However, once people started living in cities, that’s when real filth started appearing. Magic, though, has always been around, and it interacts with the world in strange ways. This is especially true of the Wastemakers.

It's known that rare individuals are naturally magical, and if they’re raised around refuse and disease, such as are found in the slums of a city, there is a fair chance their natural magic will take on the virulent nature of their environment. Wastemakers generate their effects at least semi-naturally, and they rapidly become aberrations of their original race, with their physiologies mutating as they gain new abilities. Of particular interest are the coin-sized orifices on the palms of the hands and on raised tubes attached to the forearm, from which a Wastemaker’s mist and acid abilities are issued.

Weapon and Armor Proficiencies: A Wastemaker is proficient with all simple weapons and with all clubs and flails, and is proficient with light armor and shields (But not tower shields).

Acid magic (Su): A Wastemaker is considered to have every spell with the Acid descriptor for the purposes of activating magic items

Acid Resistance (Ex): A Wastemaker has acid resistance of twice his character level

Burning Gob (Sp): A Wastemaker may shoot a gob of acid as a standard action. It has short range and does 1d6 per character level, and is a ranged touch attack.

Acid Spray (Sp): As an standard option, Wastemaker may fill the air around him with acidic spray from special pores on his body. It which goes out to ten feet and dissipates after a round. Any other creature in the mist takes 1d6 acid damage.

Robust (Ex): The Wastemaker adds his class level or his constitution bonus, whichever is lower, to his damage rolls with acid attacks.

Acid Body (Ex): The Wastemaker’s chemistry has altered itself. This causes no harm to the Wastemaker, but their blood, sweat, and saliva are now strongly acidic. Any creature that harms the Wastemaker with piercing or slashing damage in melee takes 1d6 damage from the spraying blood. In addition, the weapons used to do this take 1d6 damage, ignoring hardness. If the Wastemaker is harmed by a natural weapon, such as a claw or bite attack, the attacker takes max damage from the acid body. Should the occasion arise, an Wastemaker’s saliva does 1d4 damage per round. Should the Wastemaker ever desire to have this trait removed, in the event of wanting children or being able to kiss somebody without branding them, it can be removed with a Limited Wish, Wish, or Miracle.

Alchemic Tweak: As a standard option Wastemaker can alter the chemistry of a being’s or object’s form, making it form a small amount of acid. This ability does 6 damage (Plus the extra from Bitterness) which can be halved upon a failed Fortitude Save (DC 10 + ½ HD + Charisma). Should the target fail its save, it continues to take damage, the original amount being halved each successive round (round down in the case of fractions), disappearing the round after it reaches 1. This can be used out to medium range and always hits.

Poison (Sp): As a standard action, a Wastemaker may fire a gob of poison out to short range. It causes a Fort save upon a ranged touch attack, but only does 1d4 damage to a physical stat, chosen when this ability is gained. The save DC is 10 + one-half character level + Constitution modifier. Every third level (5, 8, 11, 14) afterwards, an Wastemaker may select a new attribute to target. At level 8, a Wastemaker gains Melts in Your Brain, and may now make poisons that affect mental attributes. A Wastemaker is immune to his own poisons.

Obscuring Mist (Sp): At 2nd level, An Wastemaker may use Obscuring Mist as a spell-like ability at will, projecting the mist from raised openings on his arms.

Aberration: At 2nd level, a Wastemaker's physiology has become bizarre enough that he counts as an Aberration for whatever requirements and effects. On the other hand, he also gains the new weaknesses--he takes increased damage from a Bane (Aberration) weapon, for example.

Concentrated (Ex): From 3rd level on, a Wastemaker’s acid cuts through Acid Resistance, hardness, and Immunity. No more than one-half of the damage inflicted by his acid damage can be negated by hardness, immunity or resistance to acid.

Natural Weapon: At 3rd level, a Wastemaker’s body deforms to make a natural weapon. It may inflict one of piercing, bludgeoning, or piercing damage, and deals a base of 1d8 damage with a critical multiplier of 19-20/x2 (for a medium creature).

Note: The weapon is usually grown from or out of the Wastemaker’s dominant arm, and the form varies from Wastemaker to Wastemaker. It can be a asymmetrically long and bulky arm for a slam attack, long claws on the end of the hand, a curving blade of bone yanked into attack position by tendons, a long bone spike, or even a tentacle.

Feel free to adjust the stats to fit the type, increasing the reach, threat range and crit multiplier by one point in exchange for downgrading the damage die by one step for each point of increase. Thus, the weapon could have a damage of 1d6 and a critical multiplier of x3, or a threat range of 18-20, or even an extra five feet of reach. The damage die can be decreased decreased twice. Once the natural weapon is chosen, it cannot be changed.

The natural weapon does not usually interfere with the functioning of the hand on that arm, but if it does, increase natural weapon attribute by one step to compensate. The Wastemaker’s other arm is still his off-arm and suffers the appropriate penalties.

If the natural weapon is not an arm and is instead an additional limb, (such as vestigial limb or a tail or similar), it uses half of the Wastemaker’s strength bonus

Diseased Stinger (Ex): A Wastemaker’s body contains every disease he’s been exposed to, and he may inflict any of them upon someone, via a stinger that grows on his natural weapon. Stinging inflicts deals an additional 1 point of damage, and is done as a standard action, after which it may not be used for 1d4 rounds, and a person is infected with a disease upon a successful attack roll. The disease’s onset is immediate.

Strong Stomach (Ex): A Wastemaker is immune to sickening and nausea.

Water Walk (Sp): At level 3, a Wastemaker reacts strangely with water. A Wastemaker has Water Walk as a spell-like ability at will, which he may activate as a free action and lasts until he decides to deactivate it.

Acid Immunity (Ex): At level 4, a Wastemaker is immune to acid damage.

Fog Cloud (Sp): At level 4, an Wastemaker has Fog Cloud as an at-will spell-like ability.

Dripping: At level 4, a Wastemaker’s natural weapon secretes acid in drips, and does an extra 1d6 of damage upon a successful hit.

Fog Sight (Su): A Wastemaker’s vision in fog and mist is unhindered for no reason whatsoever.

Acid Arrow (Su): At level 5 a Wastemaker may use Acid Arrow, as the spell, as a spell-like ability, caster level equal to character level.

Waterbreathing (Ex): A Wastemaker gains the ability to breathe in water as easily as he does in air.

Poison and Disease Immunity (Ex): At level 6, a Wastemaker’s body is now so far from the usual of its race that it is completely untouchable by disease or poison of any kind.

Virulent: At level 6, an Wastemaker’s poison and disease abilities, while not exceptionally strong, are definitely different from most anything you’ll encounter. They overcome immunity to non-magical poisons and diseases.

Stinking Cloud: At level 6, a Wastemaker may use Stinking Cloud as a spell-like ability, at will.

Black Dragon Breath: At level 7, a Wastemaker may produce a short-range cone or a medium-range line of acid as an attack option. This does 1d6 per character level, and offers a reflex save (DC 10 + one-half level + Con bonus) to take half damage.

Neutralizing Secretion: At level 7, should the Wastemaker be concerned about the well-being of his party comrades, may produce an acid-neutralizing [EDITED] in liquid or mist form that can be substituted for any acid or mist ability they have. A person or object coated in the secretion gains Acid Resistance 20. If used to replace the acid effect of Black Dragon breath and used upon a pool or puddle of acid, it renders the hazard inert and harmless (though slimy).

Splashing: A Wastemaker’s natural weapon does increased acid damage on a critical hit. Upon a successful critical hit, the natural weapon does an additional 1d10 of damage. If its critical multiplier is x3, it does 2d10. If it is x4, it does an extra 3d10 upon a critical hit.

Debilitating: Each time a Wastemaker gains this ability, he or she develops a poison that debilitates the enemy rather than does ability damage. The conditions available include sickened, dazed, dazzled, and fatigued and use the same save as the poison ability does and last a number of rounds equal to 1d4 + the Wastemaker’s Con bonus. Special: Choosing the same affliction twice upgrades it. Sickened upgrades to nauseated, dazed upgrades to stunned, dazzled upgrades to blind, and fatigued upgrades to exhausted. An upgraded affliction lasts for a number of rounds equal to 2 + half of the Wastemaker’s Con Bonus

It’s Ugly, but it’s a Magic Ugly (Su): A Wastemaker’s natural weapon gains 1 point of enhancement bonus for every three character levels he has, and may be enchanted like other magic weapons, except the Wastemaker has to physically be present for the entire process (use the rules for enchanting Warforged).

Solid Fog (Sp): A Wastemaker may now use Solid Fog as a spell-like ability.

Poison Mist (Ex): The Wastemaker may now use Obscuring Mist, Fog Cloud, or Stinking Cloud, and make the resulting fog/mist an inhaled poison, as per their poison ability. Any being that walks through the cloud or is caught in it must make a Fort save each round or be poisoned.

Diseased Spray (Su): A Wastemaker may take a standard action and project a 20-foot-cone that exposes all within it to a disease he has been exposed to.

Consume (Su): After a Wastemaker’s acid has inflicted damage on a creature, the Wastemaker may reabsorb it next round, provided he can touch it, and heal half the damage done.

Shape Fog: As long as it has the same volume, a Wastemaker may direct their mist and fog abilities to fill squares they choose, thus creating walls and rings and hollow spots within the cloud.

Acid Fog (Sp): An Wastemaker may use Acid Fog as a spell-like ability at will.

Caustic (Ex): An Wastemaker’s acid now ignores all hardness and bypasses acid immunity.

Reallu Virulent (Su): A Wastemaker's poisons and disease overcome all immunity to them, except that possessed by a non-living creature.

Acid Cloud (Sp): An Wastemaker may generate large amounts of acidic fog as an attack action. He may produce 3 10’ cubes per character level of this acid, and it does 1d6 per character level to everything in it. It stays for a duration of 1 minute/2 levels.

Foul Air (Su): At 14th level, a Wastemaker may surround himself with a cloud of contaminated air. He selects one of his diseases or poisons each time he uses this effect and every creature within a 15-foot-radius (centered on the Wastewalker) must make a Fort save each round or contract that disease or poion. This lasts for a number of rounds equal to the Wastewalker's Con modifier.

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